Current projections suggest that, by the year 2030, the population of older adults in the United States will be nearly twice what it was at the beginning of the 21st century, with one-fifth to one-quarter of Americans over 64 years of age. A sizeable amount of research in psychology has documented the cognitive difficulties that individuals may experience as they grow older, such as declines in episodic memory or other kinds of executive functions. However, recent data have also suggested that normal aging may be accompanied by declines not only in such cognitive functions, but also in the processes supporting social and emotional behavior. At the same time, clinical and social psychologicals have long observed that healthy socio-emotional functioning forms an important basis for well-being throughout one's life, correlating with both mental and physical health. Despite such suggestions that changes in socio-emotional processing may be an important aspect of aging, little is currently known about the underlying cognitive and neural basis of social cognition in this population or the precise nature of the social and emotional changes that may characterize normal aging. To this end, the main goal of the proposed research program is to investigate the cortical mechanisms and cognitive processes underlying social and emotional processing in healthy older adults. Guided by extant research, we propose examining two domains in which aging-related socio-emotional changes may be predicted: (1) the ability to infer the mental states of other people, i.e., mentalizing and (2) the ability to engage in cognitive regulation of one's affective experiences, i.e., emotional self-regulation. The proposed experiments have been designed to use a combination of behavioral and functional neuroimaging methods to study social and emotional processing in normal aging. The intended studies build on three distinct lines of extant research: (i) prior explorations of the functional neuroanatomy associated with making inferences about the mental states and behavior of other people (i.e., mentalizing);(ii) prior explorations of the functional neuroanatomy associated with voluntary regulation of negative emotional experience;and (iii) recent demonstrations that the brain systems important for both functions may be compromised in normal aging. Our goal is two-fold. First, we aim to examine potential aging-related changes in both social processing (such as inferring what another person is thinking or feeling) and control of one's emotions, as indexed by well- characterized behavioral tasks. Second, we aim to link such behavioral declines to changes in the underlying functional neuroanatomy previously associated with mentalizing and emotion-regulation tasks. Current projections suggest that by the year 2030, the population of adults over the age of 64 in the United States will be nearly twice what it was in 2002. Although a good deal of research in psychology has documented the cognitive difficulties that accompany healthy aging (e.g., declines in memory), more recent data have also suggested that older adults may experience changes in their social and emotional functioning (e.g., becoming less socially motivated and more socially isolated). Using a combination of cognitive experiments and brain imaging (fMRI), the proposed experiments will examine the functional basis of social and emotional behavior in older adults, with an eye towards better understanding the nature of aging-related changes in these central human faculties.